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COURT OF
APPEALS and KUBOTA AGRI-MACHINERY PHILIPPINES,
INC.
February 7, 1997 | Narvasa, C.J. | Venue Venue stipulations
Digester: Agustin, Chrissete C.
SUMMARY: Kubota and Unimasters entered into a dealership
agreement containing a stipulation that All suits arising out of tis
Agreement shall be filed with/in the proper Courts of Quezon City.
Five years later, Unimasters filed an action in the RTC of Tacloban
City against Kubota for damages for breach of contract, and
injunction with prayer for TRO. Kubota filed a MTD on the ground
of improper venue. They were assailing RTCs jurisdiction on the
ground that the case was filed in Tacloban and not in QC as
specified in their agreement. The Court held that Unimasters had
the option of filing it in either Quezon City (as in their stipulation)
or in Tacloban (its principal place of business)
DOCTRINE: Venue stipulations should be construed as that they
do not negate but merely complement or add to the codal
standards of Rule 4 of the Rules of Court. Unless the parties make
very clear, by employing categorical and suitably limiting
language, that they wish the venue of actions between them to be
laid only and exclusively at a definite place, and to disregard the
prescriptions of Rule 4, agreements on venue are not to be
regarded as mandatory or restrictive, but merely permissive, or
complementary of said rule.
FACTS:
On October 28, 1988 Kubota Agri-Machinery Philippines, Inc.
(Kubota) and Unimasters Conglomeration, Inc. (Unimasters)
entered into a "Dealership Agreement for Sales and Services"
of the former's products in Samar and Leyte Provinces. The
contract contained, among others:
1) a stipulation reading: "** All suits arising out of this
Agreement shall be filed with / in the proper Courts of
Quezon City," and
2) a provision binding UNIMASTERS to obtain (as it did in fact
obtain) a credit line with Metropolitan Bank and Trust Co.Tacloban Branch in the amount of P2,000,000.00 to answer
for its obligations to KUBOTA.
Some five years later, or more precisely on December 24, 1993,
UNIMASTERS filed an action in the RTC of Tacloban City
against KUBOTA, a certain Reynaldo Go, and Metropolitan
Bank and Trust Company-Tacloban Branch (METROBANK) for
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